Shareholders of Sandvik Aktiebolag are convened to the Extraordinary General Meeting to be held on Monday, 12 December 2011, at 2:00 p.m. at Näringslivets Hus, Storgatan 19, Stockholm, Sweden.
Right to participate and notification
Shareholders who wish to participate in the Meeting must be recorded in the share register maintained by Euroclear Sweden AB as of Tuesday, 6 December 2011 and notify the Company of their intention to participate in the Meeting not later than Tuesday, 6 December 2011.
Notification of participation in the Meeting shall be made to Sandvik AB, Legal Affairs, SE-811 81 Sandviken, Sweden, by telephone, +46 (0)26-26 09 40 weekdays 9:00 a.m.-12:00 noon and 1:00 p.m.- 4:00 p.m., by telefax +46 (0)26-26 10 86, or via the Internet on the Company's website, www.sandvik.com. Shareholders whose shares are registered in the name of a nominee must temporarily have re-registered the shares in their own name at Euroclear Sweden AB on Tuesday, 6 December 2011 to be entitled to participate in the Meeting. Please note that this procedure also applies to shareholders who utilize bank shareholder deposit accounts and/or trade via the Internet.
Please provide name, personal registration or corporate registration number, address and telephone number and information regarding any assistants when providing notification. If participation is by proxy, the proxy should be forwarded to the Company prior to the Meeting. Proxy forms are available at the Company's website, www.sandvik.com.
- Opening of the Meeting.
- Election of Chairman of the Meeting.
- Preparation and approval of the voting list.
- Election of one or two persons to countersign the minutes.
- Approval of the agenda.
- Examination of whether the Meeting has been duly convened.
- Resolution to authorize the Board of Directors to resolve to issue new shares.
- Resolution on a change in the Articles of Association.
- Closing of the Meeting.
Proposals for resolutions
Item 7 - The Board of Directors' proposal for a resolution to authorize the Board of Directors to resolve to issue new shares
Sandvik AB has made a public takeover offer for all remaining shares in its subsidiary Seco Tools AB ("Seco Tools"). For each class B share in Seco Tools, the Company offers 1,2 shares in Sandvik AB.
In order to enable completion of the offer, the Board of Directors proposes that the General Meeting resolve to authorize the Board of Directors until 31 March 2012, on one or more occasions, to resolve to issue no more than 69,195,888 new shares as consideration for the acquisition of shares in Seco Tools. The authorization is thus limited to the issuing of shares in exchange for contribution in kind consisting of shares in Seco Tools.
Item 8 - The Board of Directors' proposal for a resolution on a change in the Articles of Association
The Board of Directors proposes that the General Meeting resolve on a change in the Articles of Association to the effect that the place of the registered office of the Board be changed from Sandviken to Stockholm (§ 3).
Information at the General Meeting
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda, or the Company's relation to other group companies.
The Board of Directors' complete proposals under items 7 and 8 above will be available at Sandvik AB and on the Company's website, www.sandvik.com, no later than Friday, 11 November 2011. The documents will be sent without charge to those shareholders who so request.
Shares and votes
The total number of shares and votes in the Company is 1,186,287,175.
Sandviken, November 2011
Sandvik Aktiebolag (publ)
The Board of Directors